<PAGE>
As filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ABOUT.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4034015
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
220 E. 42ND STREET, 24TH FLOOR
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
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ABOUT.COM, INC. SECOND AMENDED AND RESTATED 1998 STOCK OPTION/STOCK
ISSUANCE PLAN
(AS AMENDED AND RESTATED MARCH 28, 2000)
(Full title of the Plan)
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MR. SCOTT P. KURNIT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ABOUT.COM, INC.
220 E. 42ND STREET, 24TH FLOOR
NEW YORK, NEW YORK 10017
(Name and address of agent for service)
(212) 849-2000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) per Share Offering Price Registration Fee
---------------- ------------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
About.com, Inc. Second
Amended and Restated
1998 Stock Option/Stock
Issuance Plan (As
Amended and Restated
March 28, 2000)
Common Stock, $0.001
par value 4,000,000 shares $42.625 (2) $170,500,000 (2) $45,012
============================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the About.com, Inc. Second Amended and
Restated 1998 Stock Option/Stock Issuance Plan (As Amended and Restated
March 28, 2000) by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Common Stock of About.com, Inc. on
June 1, 2000, as reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
About.com, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the SEC on March 30,
2000;
(b) The Registrant's Amended Current Report on Form 8-K/A, filed
with the SEC on February 14, 2000, the Registrant's Current
Report on Form 8-K, filed with the SEC on April 10, 2000 and
the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000, filed with the SEC on
May 15, 2000; and
(c) The Registrant's Registration Statement No. 000-25525 on Form
8-A filed with the SEC on March 10, 1999, in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VIII of
the Registrant's Amended and Restated Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Second Amended and Restated
Certificate of Incorporation provides that, subject to Delaware law, its
directors shall not be personally liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Second Amended and Restated Certificate of Incorporation
does not eliminate the directors' fiduciary duty, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant or its stockholders for
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acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant intends
to enter into indemnification agreements with its officers and directors, which
will provide the Registrant's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law. The Registrant maintains directors' and officers' liability
insurance policies insuring the Registrant's directors and officers against
certain liabilities and expenses incurred by them in their capacities as such,
and insuring the Registrant under certain circumstances, in the event that
indemnification payments are made by the Registrant to such directors and
officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-25525 on Form
8-A, together with any exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(c) to this Registration
Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
99.1 About.com, Inc. Second Amended and Restated
1998 Stock Option/Stock Issuance Plan (As Amended and Restated
March 28, 2000).
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement: (i) to include any prospectus required by
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the About.com, Inc.
Second Amended and Restated 1998 Stock Option/Stock Issuance Plan (As Amended
and Restated March 28, 2000).
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on this 7th day of
June, 2000.
ABOUT.COM, INC.
By: /S/ Scott P. Kurnit
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Scott P. Kurnit
Chief Executive Officer and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ SCOTT P. KURNIT Chief Executive Officer June 7, 2000
----------------------- (Principal Executive
Scott P. Kurnit Officer) and Chairman of the
Board of Directors
/S/ TODD B. SLOAN Chief Financial Officer June 7, 2000
----------------------- (Principal Financial Officer)
Todd B. Sloan
/S/ FRANK J. BIONDI, JR. Director June 7, 2000
-----------------------
Frank J. Biondi, Jr.
/S/ DAPHNE KIS Director June 7, 2000
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Daphne Kis
/S/ RONALD UNTERMAN Director June 7, 2000
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Ronald Unterman
/S/ KRISTOPHER A. WOOD Director June 7, 2000
-----------------------
Kristopher A. Wood
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-25525 on Form
8-A, together with any exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(d) to this Registration
Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
99.1 About.com, Inc. Second Amended and Restated 1998 Stock
Option/Stock Issuance Plan (As Amended and Restated March 28,
2000).
